Ultimate Friendly Neighborhood Spider-Man

Took a while longer to get back to this one but had other priorities on top of a request that I'm doin' in the background for Pep pep, a comrade of mine.

But thanks for the excitement from last chapter and hope you enjoy this thrilling addition.

Rate Read and Review and As Always Have Nice Day.

Ultimate Friendly Neighborhood Spider-man Chapter 4: Eight Plus Eight

Peter Parker could only stare in abject confusion, intrigue with some awe and fear mixed in with it all at the sight before him.

The man wore primarily dark clothing, hair matching with a set of shades and long trench coat. Beneath his coat, Peter took note of a harness of some kind around the man's waist, possibly the center of the addition of the four menacing tentacles with three pronged claws on the end of each of them.

"Um… H-Hi?" He greeted in a stammer, looking at the strange and rather intimidating man before him. "Do I-Do I know you?"

Two of the mechanical claws were on either side of the man's head, the claw like fingers curling up menacingly.

"What have you done with my machine?" The man asked with a no-nonsense tone.

"Your machi-I don't know what you're talking about." Peter freely admitted. "What machine?"

The eight limbed man appeared greatly unamused by his answer. "The power of the sun in the palm of my hands. It's gone."

Peter really needed to figure out how to defuse the situation at hand. His sixth sense was on standby, the hum of this additional power being felt by him in the back of his head.

"Look sir, if you can just stop smashing everything up, we can work together and I could help you find your machine."

That only seemed to further annoy and anger the man as the claws hovering near his face seemingly hissed.

'Alright, that's not scary at all.' Peter internally thought to himself as he eyed the two additional limbs beneath his mask.

"You wanna play games?" The eight limbed man was clearly the impatient type with the way he asked that question.

"Uh-oh." Was all Peter was able to say before the metal tentacles shout out to grab anything close by that they could use to throw at him.

"Catch!" The man shouted, hurling a small steam roller and a metal table.

Peter jumped right over the steamroller first with a graceful backflip and upon landing, his reflexes kicked in, catching the table with little to no effort.

His sixth sense then screamed aloud at oncoming danger as one of the metal limbs punched right through the table and grabbed him by the chest.

Peter grunted aloud in pain as the metal claw clamped down hard on him before he was hefted up into the air and thrown across the construction site. He managed to right himself in midair and landed on the ground with him skidding to a halt at the entrance.

He froze up slightly at the sound of 'oohs' and 'aahs' coming from behind him and he turned to see a crowd from afar with their phones out recording this battle. The web-head couldn't help but roll his eyes at that, hating how even in another universe, this kind of action was still happening.

Especially in a dangerous situation, Like this one here!

Turning back to his new enemy, the lenses on Peters' mask narrowed slightly, watching the eight limbed foe make his way towards him.

"You better start explaining what's going on right now, Peter." The man all but demanded. "Where are we? Where is my machine?"

"I don't even know who you are, dude." Peter practically exclaimed.

This statement only served to further incense the man as his claws shot out to grab more nearby objects.

"You're testing my patience boy."

"Yeah, you and me both." Peter muttered beneath his breath, running forward as the multi-armed enemy began throwing construction materials at him.

Jumping, catching and webbing up anything and everything thrown at him, Peter reached this new enemy and went for a spinning kick which was blocked by the mechanized tentacles. This didn't deter Spider-man, the superhero did a series of punches and kicks that the man blocked until one broke through and got him in the chest.

Grunting, the multi-limbed foe shot out two of his tentacles at once with Peter avoiding them both when a third one slammed into his chest, grabbing hold of him.

He was soon pulled towards the man, the tentacle holding him coiling and wrapping around him whilst another claw grabbed his head.

"You think your fancy new suit's gonna save you?" He said with a sneer as he slammed Peter down several times before throwing him at full force into a nearby truck.

The young hero crashed straight into it, leaving a large hole on the side of the truck whilst the eight-armed man moved forward.

"I should have killed your little girlfriend when I had the chance." He remarked, the fire and smoke around him adding to his menacing appearance.

Just as he drew near the damaged truck he had flung Spider-man into, the top had a hole tear open with four spider-like limbs protruding from it. A moment later, Spider-man came out from the truck with his four additional limbs and his lenses narrowed at the shaded man.

"What did you just say?" He said in a low whisper.

What girlfriend?

Who did he hurt?

Was it someone he knew?

Couldn't be. He was in another universe… unless…

Shaking his head, Peter knew now wasn't the time for that. This guy was rampaging around and apparently had a personal vendetta against him.

The time for questions can come later.

Right now, there was a bad guy to stop.

The man, all the while, saw these new additions to Peter and simply looked at one of his claws.

"Looks like we've got some competition."

Peter jumped forward and the two locked multiple arms against each other, their extra appendages lashing out at each other to get a blow in.

Spider-man went for a horizontal punch which was caught by one of his enemies' tendrils.

Yet he kept his momentum going by using his caught arm to go in for a kick that was hastily blocked.

Peter then had his chest grabbed again and was slammed into the top of a car though he kicked the claw holding him off.

There was a quick exchange between the two, their mechanized limbs clashing several times until the man grabbed two nearby cars.

Spider-man immediately jumped into the air just as the two vehicles were pulled and smashed together.

Jumping up to a lamppost, Peter used that as a means of making a swing around to build up momentum for a dropkick that sent the man stumbling back. However his tentacles halted him from going back any further and retaliated by snagging his ankle and smashed him into the ground several times.

Spidey freed himself thanks to his pincers, firing several web lines at the man who deflected them when he felt the wind get knocked out of him slightly from a kick to the chest.

Snarling now, the shaded foe saw a nearby stone construction pillar and grabbed onto it. His tentacles hefted the large object up and over him and swung it down at where Peter stood a moment ago.

Spider-man began dodging the tentacles, ducking and rolling beneath them, quickly using his webbing to go in for a low slide just as the man swung the stone pillar, trashing several cars in the process.

'Gotta get this guy outta here.' Peter thought to himself.

The damage was becoming excessive and there was still a civilian population around here.

But just where would he go?

He didn't know what this city was like. This wasn't New York.

Shaking his head, Peter refocused his attention on this new adversary. He had more pressing matters at hand.

All the while…

"Where could he have gone?"

That was the question shared between the seven new students of Hope's Peak Academy, this being asked by Mahiru Koizumi AKA the Ultimate Photographer.

With her were her fellow new classmates, all Ultimates as well.

Chiaki Nanami, Gundham Tanaka, Mikan Tsumiki, Nidai Nekomaru, Sonia Nevermind and Fuyuhiko Kuzuryu.

They had all ran into the city in pursuit of their other classmate, Peter Parker, the Ultimate Superhero, after seeing him quite literally launch himself towards the sound of explosions and screams.

"He could have gone anywhere." Mahiru stated with an anxious frown.

"But how do we find him?" Nekomaru asked, looking around the area they were in.

"Is that a rhetorical question?" The young Yakuza heir to the Kuzuryu Clan asked with a raised brow. "We just gotta follow the screaming and all the shit blowing up in the distance."

"But what could be causing this?" Sonia, the Ultimate Princess, inquired in a slightly nervous disposition.

"Perhaps the gates of hell have at long last opened themselves to the mortal world." Gundham mused, his hams -ahem- Four Dark Devas of Destruction on his shoulder with their noses twitching about in the air. "My Four Dark Devas detect a foul aura permeating the air around us. A deadly foe has made himself known here."

Lo and behold, the four hamsters that belonged to the Ultimate Breeder were perched upon his shoulders with them sniffing the air and shivering nervously.

Whilst that statement would normally be disregarded as a simple over exaggeration on the theatrical part of Gundham, the sound of an explosion in the distance dispelled such a notion.

"Come on, that sounded close." Fuyuhiko stated, running forward with the others quickly following suit.

"I still don't like this." Mahiru said, feeling a greater deal of fear build up as they were running towards the sound of danger rather than away from it. "We shouldn't be out here. Today is orientation, not whatever running into whatever is happening right now."

"B-But Peter went ahead." Mikan stuttered out despite being probably the most frightened one out of the entire group. "H-He could be i-in d-d-danger."

"But is he not a superhero like he said he is?" Chiaki questioned. "Don't superheroes run headfirst into danger?"

"Your words hold true!" Nidai boisterously exclaimed. "And as his classmates, it is our duty to assist one another in our endeavors."

"We all just met today ya dumbass." Fuyuhiko shouted despite him being at the head of the group with Chiaki running right beside him.

Before anyone else could say anything more, a red and blue blur flew right by them and crashed into a car.

They skidded to a halt, their eyes wide in shock as they heard a groan and stumbling out of the now destroyed car was none other than their new classmate Peter Parker AKA Spider-Man.

"Definitely gonna be feeling that one tomorrow." Peter murmured aloud, arching his back, letting out a satisfied sigh at the sound and sensation of his back popping back into place.

With a shake of his head, Parker was ready to jump back into the fight when he caught something out of the corner of his eye.

Slowly craning his head in the direction of the seven Hope's Peak Ultimates, they're eyes along with his own widened considerably as they stared at each other.

"P-Peter." Mikan squeaked out, almost passing out at the sheer revelation at knowing that it was the boy who had saved her was the one who was just thrown into a car and walked out unscathed.

Or at least, that's what it seemed to be.

In her mind, hospital sirens were going off as she went into overdrive to consider the amount of cuts, bruises, possible broken bones and other injuries he might have sustained.

"What are you guys doing here?" Was Peter's immediate question, anxiety now rising through the roof at the sight of his new classmates being here.

"That's what we should be asking you." Fuyuhiko shot back. "What in the fuck is going on right now?"

Peter was unable to answer, the seven seeing his lenses widen considerably before he flipped into the air to avoid being skewered by a lamp post.

They all jumped back, yelping or screaming in shock whilst Peter landed in the center of the lamp post, taking a look back at the now even more destroyed car he had crashed into moments ago.

He turned back, eyes narrowing at the sight of the eight-limbed foe he had been fighting for the past few minutes now.

"Are you done playing games, Parker?" The shaded man asked with a derisive sneer.

"I dunno, are you done throwing and blowing everything up?" Peter couldn't help but shoot back.

"Keep talking boy." The man snarled, latching onto a nearby car and threw it at Spider-Man.

The seven Hope's Peak students could only stare in utter disbelief at their classmate that jumped forward, grabbed onto the car in midair and threw it back at the multi-limbed opponent.

Said foe growled, thrusting all four of his tentacles forward to grab onto the car and ripped it apart just in time to see Peter sailing towards him with his fist reared back for a punch.

He barely managed to get one of his tentacles back in time to deflect the punch that made him nearly trip over himself.

Peter pressed his offensive, shooting multiple webs in hopes of immobilizing this new threat yet his ankle was snagged by one of the claws and thrown away. Thankfully, he was high enough in the air and aware of his surroundings to shoot two weblines towards two nearby buildings that helped right himself in the air.

Landing on the ground, Peter lowered his posture, legs bent yet spread apart with one hand on the ground and the other raised.

"Peter!"

The young hero jolted at the sound of Mahiru Koizumi calling out to him from behind.

Looking back, he saw her with the others rushing towards him and his lenses widened.

"NO!" He nearly yelled, holding a handout to them. "Do not come close! Why are you guys even-URK!"

Mahiru froze in shock and fright at the tentacle that had grabbed Peter so violently and wrapped itself around him before being pulled towards the web-heads' enemy.

"Enough with these distractions." The man nearly shouted, repeatedly bashing Spider-man into the ground.

Having seen enough, the Ultimate Team Manager jumped into action.

"Hey!" Nidai Nekomaru exclaimed, charging forward at full speed. "Why don't you pick on someone your own size?!"

The man turned to Nidai with a raised brow, watching as the teen leapt into a kick that was instantly intercepted by another of his tentacles, grabbing him from his back.

"Oh my." He mused aloud. "You are a fine physical speci-ARGH!"

*Squeak!*

His other two claws reached for his back and four small blurs jumped out from behind him.

"FUHAHAHAHAHA!" Cackled one Gundham Tanaka, posing atop a car as the blurs that ran from the multi-limbed enemy jumped onto his hands and shoulders. "Foolish avatar of Durga, you shall fall at the hands of Gundham Tanaka, Supreme Overlord Of Ice! Bow before the might of the Four Dark Devas of Destruction or risk annihilation!"

"What in the world?" Was all the eight armed man managed to say until he heard the sound of something clicking, turning to see a young man in a sharp suit. In his hands was a fully loaded tommy gun of all things, adding to the gangster-like look to the young man.

"I suggest you stop this little rampage of yours, tough guy." The Ultimate Yakuza threatened in deadly seriousness. "I may have just met these weirdos but they're my classmates. I'd rather you not end our time at Hope's Peak before we even got a chance to give it a go."

The man in the trench coat only had his brows raise a tad bit more as he looked at the three boys just shoved their way into his battle with Peter, glancing at the young hero who he had pinned to the ground and was himself looking at the new participants.

"What are you guys doing?!" Peter yelled out in abject horror. "Get out of here! This isn't your fight!"

"That's where you are wrong, Peter." Sonia Nevermind declared in a grandiose fashion, striking a pose that radiated royal regality. "As your classmates, we have a duty to assist each other in a time of need even if we had all just met. We can't allow you to simply rush into danger like this and get yourself-"

"Reckless and irresponsible." The Man cut her off, getting tired of this little display. "I thought you were better than that Peter."

Without another word and with speeds only Spider-man could see, the other three tentacles shout out at the three boys.

Nekomaru was already in the grasp of one and was simply thrown away whilst Gundham and Fuyuhiko both suffered blows to their stomachs.

"NOO!" Mikan and Peter shrieked, the former being horrified at the sight of her new classmates injured in such a fashion, nearly passing out at what she had just witnessed.

Chiaki, Sonia and Mahiru were equally as shocked and terrified yet the gamer of the group was the first to break out of her stupor. Nanami ran over to Kuzuryu as he was the closest and moved to assist him.

"Are you alright, Fuyuhiko?" Chiaki worriedly asked, noticing the green face of the gangster who lurched over to the side and vomited.

"Jesus fucking Christ." He violently coughed and hacked out, hand over his gut which was undoubtedly bruised by this point. "I just puked out my fucking lunch."

"Let's get you out of here." Chiaki moved to get him back up, the tux wearing yakuza not fighting her assistance at all.

She momentarily looked up to see Spider-man back in the fight with the eight armed enemy, the two trying to gain the upper hand against each other.

The Ultimate Gamer turned over to see Mikan and Mahiru assisting Nidai whilst Sonia had gone to help Gundham.

There was a loud crash everyone looked to see Spider-Man was pinned up against a truck with two claws on him.

One was wrapped tightly around whilst the other was grasping his chest area before ripping off a large chunk of his suit.

"Suit integrity compromised." State a male synthetic voice that emanated from the Iron Spider.

"Oh~" The man held up the chest piece he had torn off from the suit with open praise and interest. "Nano-Technology. Well, you've outdone yourself Peter."

Then, surprising both fighters, the portion of the suit that the man had torn off began to seep in and merge with the tentacles. All four now had a red outline going from their tips all the way down to the base at the man's back harness.

"I underestimated you." The man remarked as he looked at his now red mechanic appendages. "But now you die."

Upon hearing that, the other students all froze in horror.

They knew they had all only just met. They knew that it was only their first day at Hope's Peak.

So really, starting the school year off with one of their classmates dying…

Yeah, that thought didn't really need much of an ending with how horrible of an idea that is.

Some had their voices caught in their throats with the rest only yelling and moving in vain. They could only watch as one of the tentacles produced a small spear out from its center.

The man sent that tentacle directly to the exposed chest of Peter.

Just as the tentacle drew close, at the very last second, Peter's nano suit shifted. His face was fully revealed with the nanites moving to cover the spear's intended stabbing area.

The tentacle slammed into Peters' chest, violently shoving him back into a car and denting the entire side. Mikan let out a shriek of horror, expression becoming ghostly pale. The rest of her classmates were equally as stunned and terrified with them finding it difficult to breathe. They could only watch as Peter groaned aloud, looking down at the tentacle on his chest until it pulled away to reveal that his chest didn't have a gaping hole in it and he was somehow unharmed.

His classmates all let out breaths of relief yet remained tense as the multi-limbed man still had Peter within his grasp. They expected the worst as he may try again yet rather than attacking Spider-Man, the man froze for a moment.

He looked as though he didn't understand what he was looking at, drawing Peter in close while taking off his shades in a rather dramatic fashion.

The man looked at Peter's face from all angles until…

"You're not Peter Parker." He muttered out.

Said Peter Parker only groaned aloud, slightly struggling against his bonds. "I am so confused."

"Who are you?" The man threatened, holding up one of his claws to Peters' face. "How are you Spider-Man?"

"What are you talking about how? I am Spider-Man."

"Do I look like I'm in the mood to play games with you, boy?" The man snarled, his mechanical limbs actually hissing. "Now talk. Who are you and what have you done with Peter Parker?"

"I am Peter Parker." The bound superhero rebuked. "What's your deal, man?"

"You're walking on thin ice right now." He threatened, leaning in a bit as his eyes bore into Peters'. "It's best you start talking now or I'll-"

"New device detected."

"What now?" Was the man's confused question as to what he had just heard.

Peter blinked and looked down at his right wrist gauntlet and noticed a holo-outline of his enemies tentacles. Quickly moving to confirm the detected devices. A hologram of his suit appeared, blinking red momentarily before turning blue, matching the tentacles.

The man jolted slightly as the two tentacles near Peter's face backed away. They somehow appeared more demure and docile if that makes any sense.

"What is this?" The octo-man demanded, expressing clear trouble and anxiousness. anxiousness at seeing his additional limbs act so strange suddenly.

He heard Peter let out a relieved laugh and managed to free one hand.

It was then that he realized what had happened.

"You don't listen to him, you listen to me." He growled, shoving his shoulder forward only for the tentacles to remain stationary.

"Whoa." Peter murmured, hand outstretched, making quick "yapping" gestures which was emulated by one of the tentacles. "Whew, it worked."

And like that, the tentacles that held Spider-man unwind themselves from him and were now securely around their owner.

Seeing that he wasn't going anywhere, Peter immediately ran over to his classmates who were recovering from their injuries and from what they saw.

"Are you guys ok?" Peter asked straight away, crouching down to Fuyuhiko and Chiaki with Mikan, Mahiru and Nidai close by. His suit retracted back into its storage unit on his belt.

The two boys looked a bit rattled yet the muscle bound Nekomaru seemed to have recovered for the most part. Fuyuhiko seemed to be in the most amount of pain yet held a defiant look in his eyes.

"We're alive." The game girl answered. "I believe that's enough to be grateful for."

"I concur." Spoke a more elegant voice.

They turned to see Gundham nursing his side with one arm and the other being draped over Sonia's shoulders.

Peter nodded, glad to see his classmates were all safe and relatively unharmed. Thus, he had a more appropriate response now.

"What the hell were you guys thinking?!" He practically yelled, startling the seven teens. "Why would you follow after me into the city?!"

"Why'd you just up and go off like that?" The Yakuza heir shot back.

Peter dramatically threw his arms towards the captured man with the right limbs with a face that screamed "why do you think I did?"

"I did cause I had to." Parker stressed out. "Ultimate Superhero, remember? My duty is to literally run headfirst into danger."

"But that can get you killed." Mikan fretted, teary eyed at the mere thought of seeing Peter hurt. She had already seen him get thrashed around and he was undoubtedly hurt right now.

"Who even is that man?" Sonia asked, looking over to the bound man who struggled against his own mechanical limbs. "Does he know you?"

"I'm not sure." The superhero responded, rubbing the back of his neck.

"He sure acted like he did." Mahiru remarked.

"Yeah but I still don't know him." Peter grumped, patting his side as he felt some of the injuries he had acquired in this scuffle.

"Ah but what was that he said when saw your face?" Chiaki spoke up curiously. "I heard him say that you're not Peter Parker."

Fuyuhiko grunted, repositioning himself on the ground. "Yeah, heard that too. The fuck is up with that?"

Peter only shook his head, turning back to the strange man.

"Guess I'll have to find out." He murmured stepping forward to go over to the man again when someone caught his sleeve.

He looked back, surprised to see that it was Mahiru who caught him. She looked incredibly unsure as she was nervous.

"Are you sure that's a good idea?" The photographer inquired, a bit jittery. "He could break free."

Even Gundham voiced his concerns in his own way. "This may prove to be a dangerous endeavor, hero of Anansi."

"Alright, again, good guess but no on being that guy's representative." Peter then pointed to a piece of his belt that was glowing, a hologram of the tentacle harness. "Besides, I got that guy under control with this."

"That doesn't exactly put me at ease, Peter." Sonia, voicing her concerns. "What if he were indeed able to escape?"

"Then I'll just web him up." The brunette assured, briefly looking at Mahiru who reluctantly let his sleeve go.

He gave the group an assured look before going over to confront the multi-limbed man. Just as he got close, the man tried to free himself though to no avail.

"Release me from this wretched embarrassment." He nearly shouted. "These are my creations."

"Well until you tell me what's going on," Peter once again gestured to his Iron Spider module. "You're not going anywhere with this whole tentacle situation. Now who are you? Why'd you just-"

*RRRRRRIIINNNNNGGGG*

In an instant, Peter jolted away from the captured villain and stepped away from him. This did not go unnoticed by the others who were now worried.

"What's with that face of his?" Fuyuhiko warily questioned. "It's just like…"

Though he didn't finish his sentence, the rest of his classmates all found themselves on edge. That was the same face Peter made when he ran off the first time.

Then the ground began to shake. The sound of screams were heard in the distance.

*boom*

The students froze up, Peter's head whipping around in the direction of the sound, his suit rematerializing around him save for his chest piece. The bound man next to him also tensed up, looking in the same direction as Parker.

There was another rumbling and what sounded like walls getting-

*CRRRSSSHHH*

Everyone nearly jumped from where they stood and sat as a building wall came crumbling down, gargantuan gray blur smashing through it. Dust momentarily obscured the figure but they didn't need to wait long to see just who or really what it was.

A large, trunk-like foot was the first to come from the smoke with a small horn on the foot. Then came a set of large beefy arms coupled with a wide torso. And at last, the head of this behemoth of… well, Spider-Man was unsure of whether or not he could call this guy human.

Peter's eyes flickered up and paled beneath his mask upon seeing the twin set of horns this giant man had on his head.

"Ah~~ there you are, little spider." The man's accent was eastern European, likely Russian from what Spidey was able to discern. "Thought you can run from the Rhino. You've always had crazy delusions, Товарищ Pyotr Parker."

The only response he was able to muster up was a small "eep" of pure terror.

"Rhino" let out a huff through his nose, actual steam coming out as his glowing eyes narrowed upon the vigilante.

"But now you have nowhere to run, insect." He slowly lowered his stance, two horns pointed at Peter.

Somehow, despite himself, Spider-man instinctively responded.

"Um, actually… Spiders are arachnids not insects."

Hearing that appeared to be the trigger to Rhino's rage.

"GRAAAAAHHH, As annoying as ever ты маленькая сучка." Rhino roared aloud, slamming his fist into the ground to create a sizable crater.

"Oh God." Peter whispered, stepping back in fear.

"I'm going to break you." The newly arrived enemy snarled.

"Did you get that line from Bane?"

"DIE!" Rhino charged forward at shocking speeds, Peter jumping away with a small shriek.

His tingle was screaming for him to get as far away as possible from this gargantuan enemy but his heroic side was reminding him of his more important duty.

Reflexively firing a glob of webbing in Rhino's eyes and jumped up, swinging out of the way of the rampaging villain.

"GRAH, LITTLE VERMIN!" Rhino ran about flailing, trying to remove the webbing from his eyes. "You have only delayed your death."

"I'll take every second I get." Peter said to himself as he swung towards his shell shocked classmates.

"Alright you guys need to go like right now." Were his immediate words upon landing in front of them.

They didn't respond, their attention solely on the Rhino who just plowed through a car like it was paper. Sonia, Mikan and Mahiru all let out small squeals of terror, making Peter spin round to see Rhino having ripped off the webbing from his eyes.

"Not good." Spider-man murmured, taking a quick glance behind him. "Get out of here now."

And with that, he rushed back into the fight despite the pleas of the others for him to stay behind.

"That crazy fuck is gonna get himself killed!" Fuyuhiko was very much worried right now. A seriously foreign feeling right about now, seldom ever experiencing it.

Mikan all but keeled back and passed out, being hastily caught by Mahiru before Nekomaru took her out of the red heads hands.

"We're only gonna get in his way." The Team Manager said in complete seriousness. "We should adhere to his requests."

There was clear hesitation in the group but seeing the graveness that Nidai was conveying. Coupled with the destruction that was happening was enough to deter them from sticking around any longer than they should.

"Confound it, release me from this humiliation!"

The group was certainly surprised to see the multi-limbed man who Peter fought earlier being brought over to them. One tentacle kept him tied up while the other three were putting some distance between him and the ongoing battle between Spider-man and Rhino.

"You stay away from us you fucking bastard." Fuyuhiko snarled viciously, ready to pounce on the man despite the injuries he got from him.

"How is he moving right now?" Koizumi asked, very much afraid right now. "Didn't Peter catch him with his suit or something?"

"Do you think I would be coming over to you willingly?" The bound man retorted angrily.

Chiaki blankly stared at the man until she snapped her fingers.

"Ah, Peter must be doing this." She surmised. "He's using his suit to bring him here."

"Why would the hero bring such a villainous fiend in our proximity?" Gundham kept a wary eye upon the man, his hamsters standing on his shoulders, ready to pounce.

"He's keeping him out of harm's way." Sonia stated, shaking along with the ground, the teens looking on with worried eyes at the sight of Spider-man jumping over Rhino's horn and landing atop his back.

"Why would he bring this bastard over here then?" Fuyuhiko asked, glaring at the man all the while.

"I can hear you, boy." The man derisively said as he was now only a few feet away from them.

"Yeah, you were supposed to ya stupid fuck." The Yakuza heir heatedly retorted, hand subconsciously shooting to his stomach. "The fuck are ya doin' runnin' like a lunatic, fucking everything up here, huh?"

The suited up teens response was so intense that it actually blindsided the multi-limbed man.

The others were tense and nervous and while Mahiru would normally admonish such brazen behavior, she was hard pressed in disagreeing with Fuyuhiko. He, other than Gundham and Nekomaru, have just as much reason to be annoyed and angry with this man than anyone else.

"You have a crass mouth on you, boy." The man remarked after a moment of silence.

This seemed to only further infuriate Kuzuryu who was now reaching for his gun when Sonia prevented him from doing so.

"Come now, Fuyuhiko. Parker just went through the effort of getting him to safety, despite him being an enemy." The Princess admonished with an authoritative tone. "I don't think he would appreciate you killing the man."

"I don't wanna kill this fucker." Fuyuhiko fumed. "Just a bullet in his gut to call it even."

He barely registered the light slap Sonia gave his shoulder as he was too busy glaring at the shaded man who was glaring right back.

"One of you better start explaining to me just what is going on right now." He all but demanded. "Who is that boy? How is he Spider-Man? He claims to be Peter Parker but he is not."

"How the fuck would we know? We all only met today." Fuyuhiko spat out, Nekomaru having placed a hand on his shoulder to keep him from lunging at the man.

The sound of glass shattering and buildings crumbling made them snap their attention back at Spider-man jumping over Rhino who nearly gored him in the chest with his horns.

"Is there truly nothing we are able to do to assist Peter?" Sonia wasn't sure how much more worried she could be but seeing Spider-man practically get skewered again nearly made her heart stop.

"This conflict goes beyond that of the mortal plane." Gundham said, arms crossed and keeping a sharp eye on the battle. "Our earlier attempts were foolish and unwise and thus we received significant damage. This is Spider-man's battle, not ours."

Chiaki stood by the breeder and rather than her usual aloof and calm expression, there was a look of obvious concern. Seeing something so… insane on her first day at Hope's Peak.

She froze up slightly when she saw the Rhino guy grab Peter with his gigantic hand. Thankfully, he managed to wriggle himself free and jumped away from the horned foes' wild swings.

The students weren't the only ones observing this battle. The multi-limbed man had been watching, studying the fight.

More specifically, he kept his eyes on Spider-man, studying the boys every movement. He claims he was Spider-man but the way he was acting was… unfamiliar as it was familiar.

Now that he thought about it, where even was he right now?

Was he not at his secret base out on the waterfront of Manhattan? Where was his machine? How did he even get here?

Straining his memory, the last thing he remembered was him having Spider-man at his mercy. His three pronged mechanical tentacle had his foe at the throat.

He frowned and found himself wincing. There was a brief streak of pain in his head as he tried to properly recall what had transpired. He had Spider-man or was it that he himself had been beaten?

The girl, Mary Jane Watson, yes, that was her name. Where was she?

And who were these teenagers?

They certainly looked strange and eccentric to say the least with their clothing and overall demeanor.

The girls have for the one in the nurses outfit appeared "normal" but…

"GET DOWN HERE!"

The sound the Rhino-themed villain broke the man out from his thoughts, watching the gray armored man heft a car up with ease and throw it at Spider-man who fell from a wall he was attached to.

What nobody saw was the man flinching, brows furrowing and wishing his hands were free so he were to be able to rub his temples.

His other mechanical limbs were acting up despite them being unable to move.

Their voices…

He can hear them in his head. His nose and upper lip twitched several times with his eyes closing for a moment.

What he didn't realize was that someone did see him looking troubled and somewhat in pain.

Chiaki Nanami took a brief moment to glance at the man and paused upon seeing him behave like this. She wanted to ask what was wrong but the more pressing matter of keeping her eye on the crazy fight that was still going down.

Speaking of which, Spider-man was starting to feel both frustrated and terrified.

This enemy, this guy who calls himself Rhino is crazy and dead set on killing him. He also knows who he is, just like the other guy with added baggage.

Peter narrowly avoided being gored by this oversized freakshow once again, paling beneath his mask at the way the dual horns easily went through whatever was in their path. He took stock of the area around him, noticing an extensive degree of damage to the city streets with people still screaming in the distance.

The web-head needed to put an end to this madness now before more things get destroyed and blown up.

So… he was gonna have to do something that was undoubtedly stupid and insane. But it wouldn't be the first time really.

"Hey horn head." Peter said aloud, firing several web globs at the back of Rhino's head. "You keep sayin' you're gonna skewer me but all I've seen you do is hit your head up against a wall a few times. Is that why you dropped out of kindergarten?"

Rhino rose to his full height, easily towering over Spider-man as he looked back at him with his nostrils flaring.

"You never cease to speak, little insect." He snarled, stomping his foot on the ground.

"Again, arachnid." Peter countered, pointing both thumbs at himself. "Two segments with eight limbs wherein insects are-"

"DO YOU EVER SHUT UP?!" The Rhino bellowed out, patience all but worn out as he ran forward at full speed.

"No." Spider-man freely admitted with a shake of his head, mentally cursing himself as he got into position. "But when it gets you to act all stupid, I'll take it."

"GRAAAAAH!" Was the response he got as Rhino was now running right towards him.

Peter's lenses only narrowed, knees bending slightly in response.

His classmates watched on in trepidation until they realized that he wasn't moving or making any apparent movements that would help him dodge the oncoming attack.

"P-Peter!" Mahiru yelled out in dread.

"What is he doing?!" Fuyuhiko shouted, ready to shoot at Rhino with his tommy gun.

"Wha-"

It was at this very moment did Mikan wake back up, the screams of her classmates rousing her from unconsciousness. She took a moment to register where she was, blearily looking around at her classmates.

"What?" She muttered, reaching up to rub her eyes. "Where am-"

"The fool! He means to challenge the rampaging beast with his bare hands!" The sound of a terrified and shocked Gundham further awakened the Ultimate Nurse until she felt the ground shaking beneath her.

That got her to wake up entirely, just in time to see Rhino running right at-

"PETER!" Tsumiki screeched out, consumed by dread and despair.

All the shouts and yells of concern from the students of class 77b were tuned out by Spider-man who waited as Rhino drew closer and closer.

Just as he was a few feet away, Spider-man jumped into the air with Rhino sailing past beneath him.

He then fired webbing from both hands, the lines attaching themselves to the Rhinos' broad shoulders and he slingshot himself downward. Spider-man smashed into the ground, arm wrapping around the horn of his new foe and his feet dug into the road.

Rhino had slowed considerably but was still plowing forward despite a great deal of resistance against him.

"You think this is enough to stop me, Pyotr Parker?!" Rhino roared in defiance, still running forward whilst trying to free himself from Spider-man's grasp.

"It's Peter." The teen superhero corrected through a strained breath. "If you know my name, at least say it right."

Rhino only growled in response, continually pushing against Peter's vice-like grip. Spider-man remained strong, further moving his feet back despite having them tear up the stony ground beneath them.

However, there was a bump of sorts that he went over, making him loosen his grip somewhat. But that was enough for Rhino to move forward and Peter soon had his chest stabbed with the second horn above the longer one.

Spider-man let out a yell of pain, not even registering his classmates' cries of horror. He had completely forgotten that his center chest piece had been removed and had welded onto the harness of the stranger with four mechanical limbs.

Despite all that pain, Peter felt a rush of adrenaline spike through his body.

With a mighty heave and cry, Spider-man pulled the horn out from his body and running on pure instinct, swung Rhino's body over and above him.

He momentarily had him hover in the air, the horned enemy registering at the last second that he was upside down before he was promptly slammed down at full force by Spider-man.

As soon as he let go of him, Peter collapsed onto his hands and knees, breathing heavily with one hand shooting up to his shoulder. He pulled his metallic hand back to see it coated in a fresh layer of blood, mentally commanding his nano-suit to cover the wound and apply treatment.

A moment later, his lenses widened as he didn't stop to consider if Rhino was still awake. Those thoughts were quickly placated upon seeing the behemoth of a man embedded firmly in the ground, not moving a muscle.

He was still breathing though really, Peter wasn't sure if that was a good thing or not considering just how dangerous he just showed he could be. How in the hell was he supposed to restrain this guy? How was anyone, for that matter?

"Peter!"

He turned to see his seven classmates running towards him, Fuyuhiko and Gundham immediately moving to assist back up to his feet.

"Are you well, hero?" Tanaka asked, careful not to place his hands around the wound they had all seen him get.

"Y-ye-" Was all Peter managed out until Mikan was right in front of him with bandages and gauzes at the ready in her hands.

"Let me see it." She said in a terrified yet deadly serious voice.

Parker held up a hand in an attempt to calm the Nurse. "Mikan, look, I'll be-"

"Now!"

Everyone practically jumped back at the force of her scream with Peter subconsciously retracting the part of the suit covering his wound. Mikan went right in, not even hesitating to further rip apart Peter's clothing as it already had a hole with blood all over it.

Everyone visibly flinched, clenched up or hissed at the deep hole they saw in his upper left chest, just above his heart and right below his clavicle.

"Jesus fuck." The Yakuza heir remarked. "You alright, Parker?"

"I'm alive, if that counts for anything." Peter mumbled, flinching a bit at Mikan applying alcohol around his injury.

"What manner of madness was all this?" Gundham asked straight away, arms folded with a disturbed look in his eyes, trailing over the unconscious form of the Rhino. "You faced two spawns from the netherworlds who appear to know you."

"But I don't know them." Peter countered, eyes trailing over to the still bound trench-coat/multi-limbed enemy he fought earlier.

"So how do they know you but you don't know them?" Sonia inquired nervously, feeling a bit anxious in being in such close proximity to Rhino.

"That's the million dollar question."

"Something about all this feels off." Nekomaru commented, arms folded and face showing deep contemplation. Something mirrored by Chiaki who was looking back and forth at the two villains Peter took down with scrutiny.

"They don't seem like people we would not have heard about." Nanami murmured. "Their technology and abilities like yours seem impossible to keep secret."

"Never saw anything like them on any blog or photo site." Mahiru chimed in. "Or… really you, for that matter."

Peter was about to answer her when Chiaki beat him to it. "Ah~ I wanna know a lot too, Mahiru but I think it's better that we treat Peter's injuries first and find a way to keep these guys from causing any more harm."

"The prophet of fantasy speaks the truth." Tanaka stated. "Lest these hellspawn cause more damage, they must be bound by the chains of hellfire or subject the world to their destruction."

"Prophet of, tsk, nevermind." Fuyuhiko said with a shake of his head. "I gotta make a few calls."

"You?"

"Get some of my guys here to help with the cleanup." Fuyuhiko stated, pulling out his cellphone.

"I thought you were a Yakuza heir?" Mahiru said in confusion.

"Well duh, I am." The blond suited teen said as it was obvious. "I've got connections to every organization in Japan. Cops, medics, and all that shit. Getting some of them down here now."

"Wouldn't they already be on their way?" Sonia commented.

"With me, it'll be half that time." Kuzuryu assured.

"What about him?" Nidai spoke up, gesturing his head in the direction of the still unmoving Rhino. "I don't know if anything exists in this world that can keep that guy detained."

Peter stared long and hard at the large form until he moved forward.

Mikan, who had been silently attentive in her administration of patching Peter up, cried out in protest at him walking away from her.

"Peter, wait!" Tears practically threatened to spill from her eyes. "I'm not finished yet."

"I know but this is more important." The superhero asserted.

Shuffling through the webbing he had on hand, Peter found the strongest concoction that he could find. Equipping it to his web shooters, Spider-man began firing one large web after the other, overlaying multiple layers over the Rhino to the point that the only thing that was visible was his head and feet.

Once done, Peter gave a quick satisfied nod at his work, turning back to his classmates.

"That should hold him… I hope."

Fuyuhiko had a flat look on his face before sending out the message for any and all within his clan to get the absolute strongest chains that they can get their hands on. And have them bring it in bulk to his location.

They were gonna need it.

Bet none of you guys saw Rhino comin', huh?

AU, remember? And lest we forget, at the end of No Way Home, when the sky was splitting open, we saw a whole assortment of Spider-man villains that were comin' in.

And for those of you wondering, to get an idea of what this Rhino looks like, the PS4 Spider-man game is his base look.

Thanks for being so patient with me guys.

Rate Read and Review and as Always Have Nice Day.